EXHIBIT
10.1


 


QUMU
corporation


Performance
Stock Unit award agreement


 


	ELT
    Participant: 	Grant: 	Performance Stock Units
	 	 	 
	 	Grant
Date: 
	March 30, 2022


 


THIS
PERFORMANCE STOCK UNIT AWARD AGREEMENT (this “Agreement”) is made as of the Grant Date set forth above, by and between Qumu
Corporation, a Minnesota corporation (the “Company”), and the ELT Participant named above (“Participant”) setting
forth the terms and conditions of an award of Performance Stock Units granted to Participant pursuant to the Qumu Corporation Second
Amended and Restated 2007 Stock Incentive Plan, as amended and as may be further amended from time to time (the “Plan”).


 


1.
Grant. Effective on the Grant Date, Participant has been granted the number of Performance Stock Units indicated above, which
entitles Participant to receive up to the same number of shares of common stock of the Company (the “Shares”) in accordance
with the provisions of this Agreement and the provisions of the Plan. Capitalized terms used herein and not defined shall have the meaning
given such terms in the Plan.


 


2. Performance Vesting; Forfeiture.



 


	 	a.	As
    used in this Agreement, the following terms shall have the respective meanings:


 


	 	i.	“Determination
    Date” means the date of determination and certification by the Committee of achievement of the Percentage Achievement of the
    Performance Goals for Performance Period 1 or Performance Period 2.
	 	 	 
	 	ii.	“Percentage
    Achievement” means the respective percentage achievement (which shall not be more than 100%) of the Performance Goals for Performance
    Period 1 and Performance Period 2, as determined by the Committee.
	 	 	 
	 	iii.	“Performance
    Goals” mean those performance goals set forth on Exhibit A.
	 	 	 
	 	iv.	“Performance
    Period 1” shall mean the period from January 1, 2022 to and including December 31, 2022.
	 	 	 
	 	v.	“Performance
    Period 2” shall mean the period from January 1, 2023 to and including December 31, 2023.


 


	 	b.	For Performance
    Period 1, one-half (1/2) of the Performance Stock Units will vest on the Determination Date as to such number of Performance Stock
    Units multiplied by the Percentage Achievement, rounded down to the nearest whole Share.


 




    	 



    	 



    

 


	 	c.	For
    Performance Period 2, one-half (1/2) of the Performance Stock Units will vest on the Determination Date as to such number of Performance
    Stock Units multiplied by the Percentage Achievement, rounded down to the nearest whole Share.
	 	 	 
	 	d.	If
    Participant’s employment with the Company and/or a subsidiary of the Company terminates for any reason, including, but not
    limited to death, Disability or Retirement, all Performance Stock Units at that time not vested shall be forfeited to the Company
    without payment of any consideration therefor as of the date of such termination unless the Committee determines that all or any
    part of the Performance Stock Units shall vest as of the date of such termination.
	 	 	 
	 	e.	Notwithstanding
    any other provision of this Agreement, if there is a Change in Control prior to the Determination Date for a Performance Period and
    Participant’s employment continues to the date of the Change in Control, then such Performance Period will be truncated and
    will end as of the end of the Company’s most recently completed fiscal quarter prior to the date of the Change in Control.
    Participant will be entitled to have vest and be issued Shares in settlement of the Performance Stock Unit as of the date of, but
    immediately prior to, the Change in Control, the number of Performance Stock Units that the Committee determined have been earned
    based on actual performance against the Performance Goals in the truncated Performance Period. In no event will more than 100% of
    the Performance Stock Units for a Performance Period vest.


 


3.
Issuance of Shares. The Company shall on the Determination Date or, in the event of a Change in Control, immediately prior to
the Change in Control, issue and deliver to Participant one Share in settlement of each vested Performance Stock Unit.


 


4.
No Rights As Shareholder in Performance Stock Units. Until Shares are issued in settlement of the Performance Stock Units as provided
herein, Participant will not be deemed for any purpose to be, or have rights as, a Company shareholder, including the right to vote or
to receive dividends with respect to Shares issuable with respect to the Performance Stock Units, except as provided below.


 


5.
Dividend Equivalents. During the period from the Grant Date to the Determination Date, the Company shall accumulate a cash amount
equal to dividends in cash or property paid from time to time on issued and outstanding Shares in an amount that is equivalent to the
dividends which Participant would have received had Participant been the owner of the number of Shares equal to the number of Performance
Stock Units granted hereunder. The cash shall accumulate as a book entry on the books of the Company and shall accrue interest until
the Maturity Date computed using the one-year Treasury Bill rate as of January 1 of the calendar year for which interest is credited.
A cash amount plus interest (collectively, “Dividends”) shall be paid to Participant on the Maturity Date in respect of the
number of Performance Stock Units vested on the Maturity Date. The payment of Dividends and interest hereunder shall be treated as additional
compensation to Participant.


 




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6.
No Transferability. Neither the Performance Stock Units nor any interest or right therein or part thereof shall be subject to
disposition by transfer, alienation, anticipation, pledge, hypothecation, encumbrance, assignment or any other means, whether such disposition
be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings
(including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect.


 


7.
Administration and Compliance with Section 409A of the Code. This Agreement is intended to comply with Section 409A of the Code
or be exempt from Section 409A of the Code and shall be construed and interpreted in accordance with such intent. Any provision of this
Agreement that would fail to satisfy Section 409A of the Code shall be amended to comply with Section 409A of the Code on a timely basis,
which may be made on a retroactive basis, in accordance with regulations and other guidance issued under Section 409A of the Code. This
Agreement may be terminated by mutual agreement between Participant and the Company prior to the date all amounts have been distributed
to Participant only if the termination complies with Section 409A of the Code.


 


8.
Successors and Heirs. This Agreement shall be binding upon and inure to the benefit of the Company and its successors and assigns,
and upon any person acquiring, whether by merger, consolidation, purchase of assets or otherwise, all or substantially all of the Company’s
assets and business. In the event of Participant’s death, any Shares to which Participant may become entitled pursuant to this
Agreement or the Plan will be delivered to his or her heirs or personal representative in accordance with the terms of the Plan.


 


9.
Governing Law. This Agreement and any matter relating to the Performance Stock Units will be construed, administered and governed
in all respects under and by the applicable laws of the State of Minnesota, excluding any conflicts or choice of law rule or principle
that might otherwise refer construction or interpretation of this Agreement, the Plan, the award of Performance Stock Units, the issuance
of the Shares to the substantive law of another jurisdiction.


 


10.
Tax Withholding. The Company shall have the power and the right to deduct or withhold, or require Participant to remit to the
Company, as a condition precedent for the delivery by the Company of the Shares in settlement of the Performance Stock Units, an amount
sufficient to satisfy federal, state and local taxes, domestic or foreign, required by law or regulation to be withheld with respect
to any taxable event arising as a result of the grant, vesting or settlement of the Performance Stock Units. Such tax withholding amount
may be satisfied by Participant if a U.S. employee in cash or in Shares, either by delivery of Shares already owned by Participant or
by authorizing the Company to retain the number of Shares from the Shares issuable to Participant as the Company determines to be sufficient
to satisfy such tax withholding obligation. Notwithstanding the foregoing, in no event shall payment of withholding taxes be made by
retention of Shares by the Company unless the Company retains only Shares with a Fair Market Value equal to the minimum amount of taxes
required to be withheld. The Company may also deduct from any award under the Plan payment of any other amounts due by Participant to
the Company.


 


11.
Plan Controls. Notwithstanding anything in this Agreement to the contrary, the terms of this Agreement shall be subject to the
terms of the Plan. In accordance with the Plan, all decisions of the Committee shall be final and binding upon Participant and the Company.


 




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IN
WITNESS WHEREOF, the Company and Participant have each executed and delivered this Agreement as of the Grant Date.


 


	 	 	QUMU CORPORATION
	 	 	 	                        
	 	 	By: 	 
	 	 	Its:	 
	 	 	 	 
	PARTICIPANT:	 	 	 
	 	 	 	 
	 	 	 	 
	[NAME
    OF ELT PARTICIPANT]	 	 	 


 




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EXHIBIT
A


 


Performance
Goals – Performance Period 1


 


The
Company’s performance for Performance Period 1 shall equal or exceed the following respective thresholds:


 


Performance
Goal 1: _____ net new logos or $________ new logo bookings.


 


Performance
Goal 2: ___% partner revenue as a percentage of total revenue.


 


Each
of Performance Goal 1 and Performance Goal 2 will be weighted equally such that Percentage Achievement will be 50% if either Performance
Goal 1 or Performance Goal 2 is achieved and 100% if both Performance Goal 1 and Performance Goal 2 are achieved.


 


In
each case, determination of the Percentage Achievement for the Performance Periods and achievement of each Performance Goal for any Performance
Period will be made by the Committee and shall be subject to such adjustments as the Committee shall determine in its sole discretion.


 


Performance
Goals – Performance Period 2


 


To
be determined by the Committee.


 




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